Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
September
5, 2007
Date
of
Report (Date of earliest event reported)
EESTECH,
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
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000-32863
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33-0922627
|
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(State
or other jurisdiction
of
|
(CommissionFile
Number )
|
(I.R.S.
Employer
Identification
No.)
|
|
incorporation)
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1260
S. Highway 98, Building 1, Suite H-5
Chino
Valley, Arizona 86323
(Address
of principal executive offices and zip code)
(928)
636-6255
(Registrant’s
telephone number, including area code)
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
□
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
□
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
□
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
□
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement.
Agreement
of Entrustment
On
September 5, 2007, EESTech, Inc. (the “Company”) entered into an Agreement of
Entrustment (the “Agreement of Entrustment”) with Beijing XingliYuan Science
& Technology Co. (“S&T”) regarding several Hybrid Coal and Gas Turbine
(“HCGT”) Projects and CO2 Emission Reduction Projects (the “Projects”) in the
People’s Republic of China (“PRC”). As of the date of the Agreement of
Entrustment, neither the Company nor any of its affiliates had a material
relationship with S&T unrelated to the Agreement of
Entrustment.
The
Agreement of Entrustment outlines the manner in which the Company will be able
to develop the Projects in the PRC, and the manner in which S&T will
introduce the Company to the Groups (as that term is defined below). The
Agreement of Entrustment also outlines the minimum supplies of methane gas,
coal
waste and low-grade coal, water, and industrial land to be supplied to the
Company by the Groups in order to develop and implement the Projects. S&T
has further agreed to assist the Company with various aspects of the design
and
implementation of the Projects in the PRC, including the development of plans
for the implementation of the Projects, obtaining required government approvals,
and the operation, management, supervision, and coordination of the
Projects.
Power
Purchase & Fuel Supply Agreement
On
September 5, 2007, the Company, on behalf of itself and its affiliates, also
entered into the HCGT Projects Power Purchase & Fuel Supply Agreement (the
“Supply Agreement”) with S&T on S&T’s own behalf and on behalf of the
following coal companies and bureaus domestic to the PRC (collectively, the
“Groups”): Shanxi Taiyuan Xishan Coal Industries Group; Shanxi Datong Coal
Industries Group; Shanxi Yangchuan Coal Industries Group; Shanxi Huozhou Coal
Industries Group; Shanxi Lu-an coal Industries Group; Shanxi Jincheng Coal
Industries Group; Hebei Fengfeng Coal Industries Group; Hebei Kailuan Coal
Industries Group; Liaoning Fuxin Coal Industries Group; Ningxia Shenhua Tai-xi
Coal Industries Group; Inner Mongolia Shenhua Wuda Coal Industries Group; and
Inner Mongolia Baotou Coal Industries Group. As of September 5, 2007, neither
the Company nor its affiliates had a material relationship with S&T or the
Groups unrelated to the Supply Agreement.
The
Supply Agreement represents agreed model terms and conditions upon which S&T
will enter into Power Purchase & Fuel Supply Agreements with Project
companies. The agreed model terms provide for Power Purchase & Fuel Supply
Agreements having a term of 20 years, and provides the specific volumes of
low
grade coal, low density methane gas, and fresh water (collectively, the
“inputs”) each of the Groups will deliver to the Company during the 20-year term
of the Projects. The Supply Agreement also details the quality of each of the
inputs to be delivered by each of the Groups. The Supply Agreement also
obligates each of the groups to purchase 100% of the electric power generated
by
the Projects at that Group’s coal mining site, as well as the estimated amount
of electric power to be delivered by each Project. Finally, the Supply Agreement
sets forth the general rights and obligations of each of the Company, S&T,
and the Groups with respect to the Projects’ sites and the delivery of the
electricity generated by the Projects.
Item
9.01 Financial
Statements and Exhibits.
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1.1
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HCGT
Projects and CO2 Emission Reduction Projects Agreement of Entrustment
dated September 5, 2007 between the Company and
S&T
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1.2
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HCGT
Projects Power Purchase & Fuel Supply Agreement dated September 5,
2007 between the Company and
S&T
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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EESTECH,
INC. |
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| Date: September
13, 2007 |
By: |
/s/ Murray
Bailey |
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Name:
Murray Bailey |
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Title Chief
Executive Officer |